FILED PURSUANT TO RULE 424(B)(3)

FILE NUMBER 333-248927

GLOBAL BLUE GROUP HOLDING AG

SUPPLEMENT NO. 6 TO

PROSPECTUS DATED OCTOBER 13, 2020

THE DATE OF THIS SUPPLEMENT IS MARCH 18, 2021

ON MARCH 3, 2021, GLOBAL BLUE GROUP HOLDING AG

FILED THE ATTACHED REPORT OF FOREIGN PRIVATE ISSUER ON FORM 6-K

The attached information modifies and supersedes, in part, the information in the Prospectus. Any information that is modified or superseded in the Prospectus shall not be deemed to constitute a part of the Prospectus except as modified or superseded by this Prospectus Supplement.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 or 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

March 3, 2021

Commission File Number: 001-39477

GLOBAL BLUE GROUP HOLDING AG

(Translation of Registrant’s name into English)

Zürichstrasse 38

8306 Brüttisellen

Switzerland

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F   ☒         Form 40-F   ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):   ☐

TABLE OF CONTENTS
1.  Unaudited Condensed Consolidated Interim Financial Statements – December 2020	3
2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations	45

2

Global Blue Group Holding AG

Unaudited Condensed Consolidated

Interim Financial Statements

December 2020

Zürichstrasse 38.

CH-8306 Brüttisellen, Switzerland

CHE-442.546.212

3

TABLE OF CONTENTS

GENERAL INFORMATION		5
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS		6
UNAUDITED CONDENSED CONSOLIDATED INCOME STATEMENT		6
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME / (LOSS)		7
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION		8
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS		9
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY		10
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS		12
N1.	Corporate information	12
N2.	General information about the business	12
N3.	Basis of preparation and significant accounting policies	13
N4.	Significant changes in current reporting period	14
N5.	Segment information	14
N6.	Profit and loss information	18
N7.	Earnings per share	21
N8.	Property, plant and equipment	22
N9.	Intangible assets	22
N10.	Loans and borrowings	24
N11.	Share-based Payments and Non-Convertible Equity Certificates	26
N12.	Deferred income tax asset and liability	29
N13.	Related party transactions	29
N14.	Shareholders of Global Blue Group Holding AG	30
N15.	Leases	33
N16.	Interest in associates and joint venture	34
N17.	Fair value of the Financial assets and liabilities not measured at fair value	35
N18.	Issued capital and reserves	35
N19.	COVID-19 Considerations	39
N20.	Events after the reporting period	42

4

GENERAL INFORMATION

Board of Directors

Thomas Farley

Christian Lucas

Jacques Stern

Marcel Erni

Joseph Osnoss

Eric Meurice

Eric Strutz

Angel Zhao

Registered office
	Zürichstrasse 38, 8306 Brüttisellen, Switzerland
Auditors
	PricewaterhouseCoopers SA (CHE-390.062.005), Geneva
Owners
	The shareholders of Global Blue Group Holding AG - Group are outlined in Note 14

5

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED CONDENSED CONSOLIDATED INCOME STATEMENT

(€ thousands)	Notes	Q3 Oct-Dec 2020			Q3 Oct-Dec 2019			YTD 9 months Apr-Dec 2020			YTD 9 months Apr-Dec 2019
Total revenue	5		14,205			109,767			34,231			337,467
Operating expenses	6		(60,632	)		(98,767	)		(414,610	)		(289,316	)
Operating (Loss) / Profit			(46,427	)		11,000			(380,379	)		48,152
Finance income	6		152			2,764			1,739			3,605
Finance costs	6		(5,588	)		(11,199	)		(18,948	)		(28,228	)
Net finance costs	6		(5,436	)		(8,435	)		(17,209	)		(24,623	)
(Loss) / Profit before tax			(51,863	)		2,564			(397,588	)		23,529
Income tax benefit / (expense)	6		8,005			4,353			24,497			(4,599	)
(Loss) / Profit for the period			(43,858	)		6,917			(373,091	)		18,929
(Loss) / Profit attributable to:
Owners of the parent			(43,831	)		5,450			(371,988	)		13,693
Non-controlling interests			(27	)		1,467			(1,103	)		5,236
(Loss) / Profit for the period			(43,858	)		6,917			(373,091	)		18,929
Basic (loss) / profit per share	7		(0.23	)		0.14			(1.94	)		0.34
Diluted (loss) / profit per share	7		(0.23	)		0.14			(1.94	)		0.34

The notes on pages 12 to 42 are an integral part of these consolidated financial statements.

6

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME / (LOSS)

(€ thousands)	Q3 Oct-Dec 2020			Q3 Oct-Dec 2019		YTD 9 months Apr-Dec 2020			YTD 9 months Apr-Dec 2019
(Loss) / Profit for the period		(43,858	)		6,917		(373,091	)		18,929
Other comprehensive income / (loss) that may be reclassified to profit or loss in subsequent periods:
Currency translation differences		536			2,223		1,042			369
		536			2,223		1,042			369
Other comprehensive income / (loss) for the period, net of tax		536			2,223		1,042			369
Total comprehensive (loss) / income for the period		(43,322	)		9,140		(372,049	)		19,298
Attributable to:
Owners of the parent		(43,201	)		7,920		(370,413	)		13,997
Non-controlling interest		(121	)		1,220		(1,635	)		5,300
Total comprehensive (loss) / income for the period		(43,322	)		9,140		(372,048	)		19,298

The notes on pages 12 to 42 are an integral part of these consolidated financial statements.

7

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(€ thousands)	Notes	31 Dec 2020			31 Mar 2020
ASSETS
Non-current assets
Property, plant and equipment	8,15		39,595			51,355
Intangible assets	9		576,138			631,002
Deferred income tax asset	12		26,821			12,349
Investments in associates and joint ventures	16		3,472			2,895
Other non-current receivables			9,432			15,170
			655,458			712,771
Current assets
Trade receivables	19		41,880			141,306
Other current receivables			31,929			33,760
Derivative financial instruments			98			742
Income tax receivables			1,183			1,573
Prepaid expenses			4,056			7,919
Cash and cash equivalents			209,179			226,139
			288,325			411,439
Total assets			943,783			1,124,210
EQUITY AND LIABILITIES
Equity attributable to owners of the parent
Shares	15, 18		1,789			341
Share premium	18		1,574,804			391,856
Other equity	18		(10,058	)		—
Other reserves	18		(963,150	)		(11,881	)
Accumulated losses			(690,284	)		(317,195	)
			(86,899	)		63,121
Non-controlling interests			6,129			8,376
Total equity			(80,770	)		71,497
Liabilities
Non-current liabilities
Non convertible equity certificates	11		—			4,891
Loans and borrowings	10		721,198			624,595
Other long term liabilities			23,240			29,753
Deferred income tax liabilities	12		21,974			34,564
Post-employment benefits			8,251			7,962
Provisions for other liabilities and charges			2,240			2,235
			776,903			704,000
Current liabilities
Trade payables	19		158,355			237,319
Other current liabilities			28,561			45,236
Accrued liabilities			35,505			41,833
Current income tax liabilities			24,193			23,244
Loans and borrowings	10		1,036			1,081
			247,650			348,713
Total liabilities			1,024,553			1,052,713
Total equity and liabilities			943,783			1,124,210

The notes on pages 12 to 42 are an integral part of these consolidated financial statements.

8

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(€ thousands)	Notes	YTD 9 months Apr-Dec 2020			YTD 9 months Apr-Dec 2019
(Loss) / Profit before tax			(397,588	)		23,529
Depreciation and amortisation			87,178			83,608
Net financial costs	6		17,209			24,623
Other non cash items			4,348			7,233
Capital reorganization non-cash items	6		199,508			—
Capital reorganisation cash items			10,448			—
Net deductible financial income/(costs)			(377	)		(4,046	)
Income tax received /(paid)			(3,129	)		(23,475	)
Interest paid			(9,887	)		(18,719	)
Changes in working capital			9,338			23,637
= Net cash from / (used in) operating activities (A)			(82,952	)		116,390
Purchase of tangible assets			(1,157	)		(3,647	)
Purchase of intangible assets	9		(15,366	)		(22,059	)
Acquisition of non-current financial assets			(819	)		(5,295	)
Divestiture of non-current financial assets			5,112			3,238
= Net cash from / (used in) investing activities (B)			(12,230	)		(27,763	)
Proceeds from issued of share capital			947			—
Acquisition of shares and NC-PECs issued by subsidiaries			—			(2,097	)
Proceeds from loans and borrowings	11		630,000			—
Repayment of loans and borrowings	11		(630,000	)		—
Financing fee			(8,417	)		—
Principal elements of lease payments	15		(10,932	)		(12,076	)
Proceeds from revolving credit facilities			177,991			—
Repayment of revolving credit facilities			(78,996	)		—
Dividends paid to non-controlling interests			—			(4,798	)
= Net cash from / (used in) in financing activities (C)			80,593			(18,971	)
Net foreign exchange difference (D)			(2,431	)		(633	)
=Net increased / (decrease) in cash and cash equivalents (E) = (A) + (B) + (C) + (D)			(17,020	)		69,023
Cash and cash equivalents at beginning of period			226,139			104,072
Cash and cash equivalents at end of period			209,179			172,457
Net change in bank overdraft facilities			60			(638	)
= NET CHANGE IN CASH AND CASH EQUIVALENTS			(17,020	)		69,023

The notes on pages 12 to 42 are an integral part of these consolidated financial statements.

9

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

As at 31 December 2020
(€ thousands)	Issued capital ordinary shares			Issued capital preference shares			Share premium ordinary shares			Share premium preference shares			Other equity ordinary shares			Other equity preference shares			Equity settled share based payment		Warrants			Other reserve			Foreign currency translation reserve			Remeasurements of post employment benefit obligations			Accumulated losses			Equity			Non-controlling interests			Total equity
Balance as at 1 April 2020		341			—			391,856			—			—			—			—		—			9,914			(19,469	)		(2,326	)		(317,195	)		63,121			8,376			71,497
Loss for the period		—			—			—			—			—			—			—		—			—			—			—			(371,988	)		(371,988	)		(1,103	)		(373,091	)
Other comprehensive income / (loss)		—			—			—			—			—			—			—		—			—			1,574			—			—			1,574			(532	)		1,042
Total comprehensive income / (loss)		—			—			—			—			—			—			—		—			—			1,574			—			(371,988	)		(370,415	)		(1,635	)		(372,050	)
Issuance of share capital Global Blue Group Holding A.G.		1,302			184			1,181,450			166,969			—			—			—		—			(1,495,526	)		—			—			—			(145,621	)		—			(145,621	)
Acquisition of treasury shares		—			—			—			—			(8,812	)		(1,246	)		—		—			10,058			—			—			—			—			—			—
Reclassification adjustment from Global Blue Group A.G. to Global Blue Group Holding A.G.		(41	)		(6	)		(37,508	)		(5,301	)		—			—			—		—			42,856			—			—			—			—			—			—
Exchange of Global Blue management loan notes into shares		(299	)		(42	)		(343,335	)		(48,521	)		—			—			—		—			464,163			—			—			—			71,966			—			71,966
Effects of the capital reorganisation		962			136			800,607			113,147			(8,812	)		(1,246	)		—		—			(978,449	)		—			—			—			(73,655	)		—			(73,655	)
Issueance of share capital Global Blue Group Holding A.G.		55			—			—			—			—			—			—		—			—			—			—			—			55			—			55
Conversion of preference shares into ordinary shares		55			(55	)		50,045			(50,045	)		—			—			—		—			—			—			—			—			—			—			—
Exercises of warrants		1			—			1,011			—			—			—			—		(65	)		—			—			—			—			947			—			947
Issuance of share capital as consideration for the merger with FPAC		258			36			234,976			33,208			—			—			—		—			—			—			—			—			268,478			—			268,478
Employee share schemes		—			—			—			—			—			—			517		—			—			—			—			—			517			—			517
Conversion of shares into equity settled plan		—			—			—			—			—			—			42,632		—			—			—			—			—			42,632			—			42,632
Issuance costs		—			—			—			—			—			—			—		20,196			115,113			—			—			—			135,309			—			135,309
Shares bought back by Global Blue Group A.G.		—			—			—			—			—			—			—		—			(152,787	)		—			—			—			(152,787	)		—			(152,787	)
Total contribution by and distribution to owners of the parent, recognised directly in Equity		368			(19	)		286,032			(16,837	)		—			—			43,149		20,131			(37,674	)		—			—			—			295,151			—			295,151
Decrease of NCI in GB Investment & Co SCA		—			—			—			—			—			—			—		—			—			—			—			621			621			(621	)		—
Acquisition of NCI in GB Holding Limited		—			—			—			—			—			—			—		—			—			—			—			—			—			14			14
Other transactions		—			—			—			—			—			—			—		—			—			—			—			(1,722	)		(1,722	)		(5	)		(1,727	)
Total transactions with owners of the parent, recognised directly in equity		—			—			—			—			—			—			—		—			—			—			—			(1,101	)		(1,101	)		(612	)		(1,713	)
Balance as at 31 December 2020		1,672			117			1,478,494			96,310			(8,812	)		(1,246	)		43,149		20,131			(1,006,208	)		(17,895	)		(2,326	)		(690,284	)		(86,899	)		6,129			(80,770	)

Q3 Oct-Dec 2020
(€ thousands)	Issued capital ordinary shares		Issued capital preference shares			Share premium ordinary shares		Share premium preference shares			Other equity ordinary shares			Other equity preference shares			Equity settled share base payment		Warrants			Other reserve			Foreign currency translation reserve			Remeasurements of post employment benefit obligations			Accumulated losses			Equity			Non-controlling interests			Total equity
Balance as at 1 October 2020		1,562		172			1,427,439		146,355			(8,812	)		(1,246	)		42,632		20,196			(1,006,208	)		(18,526	)		(2,326	)		(646,388	)		(45,150	)		6,251			(38,900	)
Loss for the period		—		—			—		—			—			—			—		—			—			—			—			(43,831	)		(43,831	)		(27	)		(43,858	)
Other comprehensive income / (loss)		—		—			—		—			—			—			—		—			—			630			—			—			630			(94	)		536
Total comprehensive income / (loss)		—		—			—		—			—			—			—		—			—			630			—			(43,831	)		(43,201	)		(121	)		(43,322	)
Issuance of share capital Global Blue Group Holding A.G.		—		—			—		—			—			—			—		—			—			—			—			—			—			—			—
Acquisition of treasury shares		—		—			—		—			—			—			—		—			—			—			—			—			—			—			—
Reclassification adjustment from Global Blue Group A.G. to Global Blue Group Holding A.G.		—		—			—		—			—			—			—		—			—			—			—			—			—			—			—
Exchange of Global Blue management loan notes into shares		—		—			—		—			—			—			—		—			—			—			—			—			—			—			—
Effects of the capital reorganisation		—		—			—		—			—			—			—		—			—			—			—			—			—			—			—
Issueance of share capital Global Blue Group Holding A.G.		55		—			—		—			—			—			—		—			—			—			—			—			55			—			55
Conversion of preference shares into ordinary shares		55		(55	)		50,045		(50,045	)		—			—			—		—			—			—			—			—			—			—			—
Exercises of warrants		1		—			1,011		—			—			—			—		(65	)		—			—			—			—			947			—			947
Issuance of share capital as consideration for the merger with FPAC		—		—			—		—			—			—			—		—			—			—			—			—			—			—			—
Employee share schemes		—		—			—		—			—			—			517		—			—			—			—			—			517			—			517
Conversion of shares into equity settled plan		—		—			—		—			—			—			—		—			—			—			—			—			—			—			—
Issuance costs		—		—			—		—			—			—			—		—			—			—			—			—			—			—			—
Shares bought back by Global Blue Group A.G.		—		—			—		—			—			—			—		—			—			—			—			—			—			—			—
Total contribution by and distribution to owners of the parent, recognised directly in Equity		110		(55	)		51,056		(50,045	)		—			—			517		(65	)		—			—			—			—			1,518			—			1,518
Decrease of NCI in GB Investment & Co SCA		—		—			—		—			—			—			—		—			—			—			—			—			—			—			—
Acquisition of NCI in GB Holding Limited		—		—			—		—			—			—			—		—			—			—			—			—			—			—			—
Other transactions		—		—			—		—			—			—			—		—			—			—			—			(66	)		(66	)		—			(66	)
Total transactions with owners of the parent, recognised directly in equity		—		—			—		—			—			—			—		—			—			—			—			(66	)		(66	)		—			(66	)
Balance as at 31 December 2020		1,672		118			1,478,495		96,310			(8,812	)		(1,246	)		43,149		20,131			(1,006,208	)		(17,896	)		(2,326	)		(690,285	)		(86,899	)		6,130			(80,770	)

10

As at 31 December 2020 the share capital comprises of 197,573,362 shares with a nominal value of EUR0.0093 each.

As at 31 December 2019
(€ thousands)	Issued capital ordinary shares		Issued capital preference shares		Share premium ordinary shares		Share premium preference shares		Other equity ordinary shares		Other equity preference shares		Equity settled share based payment		Warrants		Other reserve		Foreign currency translation reserve			Remeasurements of post employment benefit obligations			Accumulated losses			Equity			Non-controlling interests			Total equity
Balance as at 1 April 2019		341		—		391,856		—		—		—		—		—		9,890		(10,572	)		(519	)		(312,455	)		78,541			8,426			86,967
Profit for the period		—		—		—		—		—		—		—		—		—		—			—			13,693			13,693			5,236			18,929
Other comprehensive income		—		—		—		—		—		—		—		—		—		304			—			—			304			65			369
Total comprehensive income		—		—		—		—		—		—		—		—		—		304			—			13,693			13,997			5,300			19,298
Dividends		—		—		—		—		—		—		—		—		—		—			—			(64	)		(64	)		(4,798	)		(4,862	)
Total contribution by and distribution to owners of the parent, recognised directly in Equity		—		—		—		—		—		—		—		—		—		—			—			(64	)		(64	)		(4,798	)		(4,862	)
Effects of the capital reorganisation		—		—		—		—		—		—		—		—		—		—			—			—			—			—			—
Capital increase		—		—		—		—		—		—		—		—		—		—			—			(2	)		(2	)		—			(2	)
Other transactions		—		—		—		—		—		—		—		—		24		—			—			(197	)		(173	)		(69	)		(242	)
Total transactions with owners of the parent, recognised directly in equity		—		—		—		—		—		—		—		—		24		—			—			(199	)		(175	)		(69	)		(244	)
Balance as at 31 December 2019		341		—		391,856		—		—		—		—		—		9,914		(10,268	)		(519	)		(299,024	)		92,300			8,859			101,159

Q3 Oct-Dec 2019
(€ thousands)	Issued capital ordinary shares		Issued capital preference shares		Share premium ordinary shares		Share premium preference shares		Other equity ordinary shares		Other equity preference shares		Equity settled share base payment		Warrants		Other reserve		Foreign currency translation reserve			Remeasurements of post employment benefit obligations			Accumulated losses			Equity			Non-controlling interests			Total equity
Balance as at 1 October 2019		341		—		391,856		—		—		—		—		—		9,914		(12,738	)		(519	)		(304,321	)		84,533			7,653			92,187
Profit for the period		—		—		—		—		—		—		—		—		—		—			—			5,450			5,450			1,467			6,917
Other comprehensive income		—		—		—		—		—		—		—		—		—		2,470			—			—			2,470			(247	)		2,223
Total comprehensive income		—		—		—		—		—		—		—		—		—		2,470			—			5,450			7,920			1,220			9,140
Dividends		—		—		—		—		—		—		—		—		—		—			—			—			—			—			—
Total contribution by and distribution to owners of the parent, recognised directly in Equity		—		—		—		—		—		—		—		—		—		—			—			—			—			—			—
Effects of the capital reorganisation		—		—		—		—		—		—		—		—		—		—			—			—			—			—			—
Capital increase		—		—		—		—		—		—		—		—		—		—			—			(2	)		(2	)		—			(2	)
Other transactions		—		—		—		—		—		—		—		—		—		—			—			(152	)		(152	)		(14	)		(165	)
Total transactions with owners of the parent, recognised directly in equity		—		—		—		—		—		—		—		—		—		—			—			(154	)		(154	)		(14	)		(167	)
Balance as at 31 December 2019		341		—		391,856		—		—		—		—		—		9,914		(10,268	)		(519	)		(299,024	)		92,300			8,859			101,159

As at 31 December 2019 the share capital was comprised of 40,000,000 shares with a nominal value of EUR0.009 each.

The notes on pages 12 to 42 are an integral part of these consolidated financial statements.

11

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1        Corporate information

Global Blue Group Holding AG (‘the Company’ or ‘Global Blue’) and its subsidiaries (together ‘the Group’) provide technology-enabled transaction processing services for merchants, banks, governments and travellers. The Group has operating subsidiaries around the world.

On 28 August 2020 Global Blue became a publicly traded company on the New York Stock Exchange through a merger with Far Point Acquisition Corporation (NYSE: FPAC), a special purpose acquisition company co-sponsored by the institutional asset manager Third Point LLC and former NYSE President Thomas W. Farley. The new public company trades as Global Blue under ticker symbol “NYSE: GB”.

The Company is a partnership limited by shares incorporated on 10 December 2019. The registered office is established in 38, Zürichstrasse, CH-8306 Brüttisellen, Switzerland under the number CHE-442.546.212. Global Blue Group Holding AG is the ultimate parent of the Group.

These unaudited condensed consolidated interim financial statements were authorized for issue by the Directors of the Company on 1^st March 2021.

The unaudited condensed consolidated interim financial statements of Global Blue Group Holding AG have been prepared in accordance with International Accounting Standard IAS 34 ‘Interim financial reporting’ as issued by the International Accounting Standards Board (IASB) and are presented in thousands of Euros (EURk).

The principal activities of the Group are described in Note 2.

Owners’ structure

Global Blue Group Holding AG is the ultimate holding company for the Group.

NOTE 2        General information about the business

Product offering

The Company serves as a strategic technology and payments partner to merchants, empowering them to capture the structural growth of international travellers shopping abroad, driven by multiple macroeconomic tailwinds. The Company offers third-party serviced tax free shopping solutions (“TFSS”) and offers added-value payment solutions (“AVPS”), including dynamic currency conversion. At its core, the Company is a technology platform that serves a network of merchant stores globally through both TFSS and AVPS, delivering economic benefits to a complex ecosystem of merchants, international shoppers and customs and authorities.

12

NOTE 3        Basis of preparation and significant accounting policies

Basis of preparation

The Group’s unaudited condensed consolidated interim financial statements for the nine months reporting period ended 31 December 2020 have been prepared in accordance with IAS 34 ‘Interim financial reporting’.

The comparative balances presented in these financial statements are those of Global Blue Group AG, the previous parent of the group, prior to the reorganisation conducted as part of the merger and subsequent listing. The consolidated financial statements have been prepared on a historical cost basis, except for derivative financial instruments that have been measured at fair value.

The primary financial statements are presented in a format consistent with the consolidated financial statements presented in the 2020 Annual Financial Report for Global Blue Group AG under IAS 1 Presentation of Financial Statements, but this interim financial report contains condensed financial statements prepared in accordance with IAS 34, in that it does not include all of the notes that would be required in a complete set of financial statements. This interim financial report should be read in conjunction with the consolidated financial statements for Global Blue Group AG for the year ended 31 March 2020.

The accounting policies are those applied in the annual financial statements, except for income tax and grants.

Taxation

Income tax is recognised based on the best estimate of the weighted average effective annual income tax rate expected for the full financial year. The tax benefit for the period ended 31 December 2020 consisted of tax on losses carried forward, withholding taxes and deferred tax movements.

Grants

A government grant is recognised in the income statement when there is reasonable assurance that both:

(a) the Group will comply with any conditions attached to the grant, and

(b) the grant will be received in accordance with IAS 20.

Government grants relating to costs are recognised in profit or loss over the period necessary to match them with the costs that they are intended to compensate.

Grants received are recognised within Operating Expenses as an offset to the associated costs.

Share-based payments

The Group operates a share-based plan which qualifies as an equity-settled plan in accordance with IFRS 2.

The fair value of the employee’s services received in exchange of the grant of the shares is recognised as an expense. The total amount to be expensed is determined by reference to the fair value of the shares granted and is recognised over the vesting period.

Changes in accounting policy

A number of new or amended standards became applicable for the current reporting period. The Company did not have to change its accounting policies or make retrospective adjustments as a result of adopting these standards.

13

NOTE 4        Significant changes in current reporting period

Information about capital reorganization

As at 28 August 2020, a capital reorganisation took place within the Group. A new holding company - Global Blue Group Holding AG - was incorporated on 10 December 2019 with a share capital of EUR0.093m divided into 10,000,000 shares. This Company became the ultimate parent of the Group. During the reorganization, an additional 181,542,785 shares were issued with the increase of the share premium. Please refer to Note 18 for details.

Information about the business

During the nine months ended 31 December 2020, the Company has been able to maintain the same level of material merchants or acquirers. Similarly, during the same period, there have been no changes in the list of countries in which the company operates but the company has increased the number of legal units as a direct consequence of the capital reorganisation.

Seasonality

The TFSS business is subject to predictable seasonality because a significant part of the business serves the leisure segment of the travel industry, which is particularly active during the summer holiday season for Chinese, Russian and US tourists. In addition, during recent years, this has also coincided with post-Ramadan travel by Gulf Cooperation Council shoppers. The second half of Global Blue’s financial year sees upticks in travel and shopping due to specific events that are more dispersed, such as the Chinese National Day (“Golden Week”) in October, Christmas / New Year in December, and Chinese New Year in February.

All in all, this drives a degree of seasonality in the net working capital need, with a greater outflow during the first half of the financial year, which typically is recovered in the second half.

The AVPS business, which serves both seasonal shoppers and regular travellers, is more protected from the seasonal variations driven by traditional holiday periods and as a result does not have a distinct seasonality profile.

Financing

In conjunction with the capital reorganization and merger with FPAC, the Company repaid its historic long-term financing senior debt and Revolving Credit Facility and entered into a new Senior debt and Revolving Credit Facility with maturity date of 28 August 2025. The conditions of the credit facilities are set as Euribor of the period with a floor of 0.00% plus a margin. The starting conditions were 2.00% for the long-term loan and 1.75% to the revolving credit facility and the margins are dependent on Total Net Leverage.

COVID-19

The transaction volumes during the first nine months for the TFSS and AVPS business have been heavily impacted by COVID-19. Please refer to Note 19 for details.

NOTE 5        Segment information

The Company has determined the operating segments based on the reports reviewed by the Executive Committee (ExCom) for the purposes of allocating resources and assessing performance of the Group.

14

ExCom consists of the chief executive officer and president, chief financial officer, senior vice president product TFSS, chief technology officer, general counsel, chief operating officer global accounts, chief operating officer north, chief operating officer south, senior vice president operations, senior vice president new market & public affairs.

Management considers the business from a product perspective; the performance of the TFSS, and AVPS product groups are separately considered.

The ExCom assesses the performance of the operating segments based on the measures of Revenue and Adjusted EBITDA at both a segment level and a group level with the adjusted EBITDA assessed after non-allocated central costs.

The measures used by the ExCom to monitor the performance of the Group’s operating segments do not include all costs in the IFRS consolidated income statement. Marketing, sales, customer service, certain administrative services, depreciation, amortization, impairment income / expense, and net finance costs are not allocated to segments. As a result, the ExCom monitors the development of EBITDA presented in the consolidated management accounts.

The segment information provided to the ExCom for the reportable segments is as follows:

YTD 9 months Apr-Dec 2020
(€ thousands)
	Note		TFSS			AVPS			Central costs			Total
Revenue				24,521			9,710			—			34,231
Operating expenses (1)				(22,495	)		(5,945	)		(34,125	)		(62,565	)
Adjusted EBITDA				2,026			3,765			(34,125	)		(28,333	)
Depreciation and amortisation (2)		6											(87,178	)
Exceptional items		6											(264,867	)
Operating Loss													(380,379	)
Q3 Oct-Dec 2020
(€ thousands)
	Note		TFSS			AVPS			Central costs			Total
Revenue				10,440			3,765			—			14,205
Operating expenses (1)				(7,796	)		(2,671	)		(12,594	)		(23,028	)
Adjusted EBITDA				2,644			1,094			(12,594	)		(8,856	)
Depreciation and amortisation (2)		6											(28,760	)
Exceptional items		6											(8,811	)
Operating Loss													(46,427	)

15

YTD 9 months Apr-Dec 2019
(€ thousands)
	Note		TFSS			AVPS			Central costs			Total
Revenue				288,343			49,124			—			337,467
Operating expenses (1)				(112,235	)		(22,185	)		(58,331	)		(192,751	)
Adjusted EBITDA				176,108			26,939			(58,331	)		144,716
Depreciation and amortisation (2)		6											(83,608	)
Exceptional items		6											(12,956	)
Operating Profit													48,152
Q3 Oct-Dec 2019
(€ thousands)
	Note		TFSS			AVPS			Central costs			Total
Revenue				93,632			16,135			—			109,767
Operating expenses (1)				(38,536	)		(8,157	)		(19,629	)		(66,323	)
Adjusted EBITDA				55,096			7,978			(19,629	)		43,444
Depreciation and amortisation (2)		6											(28,687	)
Exceptional items		6											(3,758	)
Operating Profit													11,000

(1) Operating expenses excluding Depreciation and Amortization and Exceptional items.

For the period YTD Apr-Dec 2020 the fixed cost amounted to EUR56.0m (EUR120.4m for the period YTD Apr-Dec 2019) and variable cost amounted to EUR6.5m (EUR72.4m for the period YTD Apr-Dec 2019). Fixed personnel cost amounted to EUR36.9m (EUR77.7m for the period YTD Apr-Dec 2019) and fixed non personnel cost amounted to EUR19.1m (EUR42.7m for the period YTD Apr-Dec 2019).

For the period Q3 Oct-Dec 2020 the fixed cost amounted to EUR19.8m (EUR40.7m for the period Q3 Oct-Dec 2019) and variable cost amounted to EUR3.3m (EUR25.6m for the period Q3 Oct-Dec 2019). Fixed personnel cost amounted to EUR13.8m (EUR26.2m for the period Q3 Oct-Dec 2019) and fixed non personnel cost amounted to EUR6.0m (EUR14.5m for the period Q3 Oct-Dec 2019).

(2) Depreciation and amortisation include amortisation of intangible assets acquired through business combinations.

No measure of assets or liabilities by segment is reported to the ExCom. There are no significant transactions between segments.

16

Revenue is mainly derived from commissions generated from TFSS and AVPS. Geographical and by Country breakdowns of revenue by point of sale is provided below:

YTD 9 months Apr-Dec 2020
(€ thousands)
Revenue by geography and by segment	TFSS		AVPS		Total
Europe		20,995		2,640		23,634
Asia Pacific		3,423		7,071		10,494
Rest of the world		103		—		103
Total		24,521		9,710		34,231
Q3 Oct-Dec 2020
(€ thousands)
Revenue by geography and by segment	TFSS		AVPS		Total
Europe		9,107		786		9,893
Asia Pacific		1,274		2,979		4,253
Rest of the world		59		—		59
Total		10,440		3,765		14,205
YTD 9 months Apr-Dec 2019
(€ thousands)
Revenue by geography and by segment	TFSS		AVPS		Total
Europe		253,529		12,527		266,056
Asia Pacific		32,723		36,592		69,315
Rest of the world		2,091		5		2,096
Total		288,343		49,124		337,467
Q3 Oct-Dec 2019
(€ thousands)
Revenue by geography and by segment	TFSS		AVPS		Total
Europe		80,848		3,260		84,108
Asia Pacific		12,046		12,873		24,919
Rest of the world		738		2		740
Total		93,632		16,135		109,767

YTD 9 Months Apr-Dec 2020
(€ thousands)
Revenue by Country	TFSS		AVPS		Total		% of Total Revenue
Australia		293		6,023		6,316		18	%
Italy		1,992		1,335		3,327		10	%
Total		2,285		7,358		9,643		28	%

17

YTD 9 Months Apr-Dec 2019
(€ thousands)
Revenue by Country	TFSS		AVPS		Total		% of Total Revenue
Italy		44,279		5,639		49,918		15	%
United Kingdom		38,829		1,614		40,443		12	%
Germany		32,051		543		32,594		10	%
Total		115,159		7,796		122,955		37	%

Q3 Oct-Dec 2020
(€ thousands)
Revenue by Country	TFSS		AVPS		Total		% of Total Revenue
Australia		279		2,565		2,845		20	%
Total		279		2,565		2,845		20	%

Q3 Oct-Dec 2019
(€ thousands)
Revenue by Country	TFSS		AVPS		Total		% of Total Revenue
Italy		14,133		1,308		15,441		14	%
United Kingdom		12,606		482		13,088		12	%
Germany		11,061		159		11,220		10	%
Total		37,800		1,949		39,749		36	%

There is no single external customer which accounts for more than 10% of Global Blue’s revenue, for any of the reporting periods presented except Q3 Oct – Dec 2020 where Cuscal POS Ecommerce accounts for 14% of Global Blue’s revenue.

NOTE 6        Profit and loss information

(€ thousands)
	Q3			Q3			YTD 9 months			YTD 9 months
Expenses by nature	Oct-Dec 2020			Oct-Dec 2019			Apr-Dec 2020			Apr-Dec 2019
Employee benefit expense		(18,428	)		(32,308	)		(49,582	)		(96,736	)
Depreciation and amortisation		(28,760	)		(28,687	)		(87,178	)		(83,608	)
Agent costs		(1,739	)		(23,283	)		(4,220	)		(66,988	)
IT costs		(2,133	)		(3,290	)		(7,364	)		(10,700	)
Auditors, lawyers and consultants		(1,780	)		(2,503	)		(4,991	)		(12,926	)
Advertising and promotion		(199	)		(2,886	)		(827	)		(7,648	)
Travel, entertainment, office and rental cost		(420	)		(2,392	)		(1,142	)		(5,956	)
Other operating expenses		(7,173	)		(3,418	)		(259,306	)		(4,754	)
Total		(60,632	)		(98,767	)		(414,610	)		(289,316	)
Of which exceptional items		(8,811	)		(3,758	)		(264,867	)		(12,956	)

During the nine months ending 31 December 2020 the Group has benefited from grants in relation to COVID-19 offered by various countries governments amounting to EUR14.2m (EUR0.0m ending 31 December 2019). The grants are presented within Operating Expenses in the Income Statement as a reduction of the related expense that they are intended to compensate. There are no unfulfilled conditions or other contingencies related to these grants.

18

Exceptional items

(€ thousands)
	Q3			Q3			YTD 9 months			YTD 9 months
Exceptional items	Oct-Dec 2020			Oct-Dec 2019			Apr-Dec 2020			Apr-Dec 2019
Business restructuring expenses		(3,531	)		(1,007	)		(9,784	)		(1,920	)
Corporate restructuring expenses		(1,503	)		(419	)		(250,053	)		(6,737	)
Monitoring fee (including Directors fee)		(80	)		(100	)		(178	)		(519	)
Impairment		(2,656	)		—			(3,033	)		(115	)
Net sales of assets (loss)		(32	)		(382	)		(76	)		(571	)
Share based payments		(517	)		(1,870	)		(517	)		(3,060	)
Other exceptional items		(492	)		20			(1,226	)		(34	)
Total		(8,811	)		(3,758	)		(264,867	)		(12,956	)

Business restructuring expenses

December 2020

Business restructuring expenses correspond to expenses related to workforce reduction in several jurisdictions as a result of COVID -19 and the abolishment of the Tax Free Shopping scheme in the United Kingdom (UK).

December 2019

Business restructuring expenses correspond to expenses related to replacement of management positions and costs associated with replacing roles, changing of facilities or discontinued operations.

Corporate restructuring expenses

December 2020

Corporate restructuring expenses correspond to charges incurred associated with the capital reorganization and subsequent merger with FPAC. This included a non-cash issuance charge of EUR135.3m which represents the difference in the fair value of equity instruments held by FPAC stockholders over the fair value of identifiable net assets of FPAC, a non-cash share-based revaluation charge of EUR59.7m upon conversion of previously cash-settled plans to equity-settled plans, the write-off of historical unamortized debt costs of EUR8.1m partially offset by EUR3.6m of IFRS 9 conversion unwinding amounts, a transaction bonus of EUR6.0m and advisory expenses associated with the transaction of EUR44.5m.

December 2019

Corporate restructuring expenses correspond to legal, consultancy and advisory expenses associated with preparing the Group for an exit by the shareholders of the Group which was underway then.

Impairment

December 2020

Impairment corresponds mainly to the write down of customer contracts in the UK, which were previously recognised as Other non-current receivables and Prepaid expenses.

19

Depreciation and amortisation

(€ thousands)
	Q3			Q3			YTD 9 months			YTD 9 months
Depreciation and amortisation	Oct-Dec 2020			Oct-Dec 2019			Apr-Dec 2020			Apr-Dec 2019
Depreciation of property, plant and equipment		(4,634	)		(5,260	)		(14,977	)		(15,961	)
Amortisation of customer relationships		(18,144	)		(17,955	)		(54,345	)		(53,130	)
Amortisation of trademarks		(559	)		(559	)		(1,677	)		(1,677	)
Amortisation of other intangible assets		(5,424	)		(4,913	)		(16,179	)		(12,841	)
Amortisation of intangible assets		(24,127	)		(23,427	)		(72,201	)		(67,647	)
Total		(28,760	)		(28,687	)		(87,178	)		(83,608	)
Of which amortisation of intangible assets acquired through business combinations		(18,638	)		(18,627	)		(55,886	)		(55,845	)

Net finance costs

(€ thousands)
	Q3			Q3			YTD 9 months			YTD 9 months
Finance income	Oct-Dec 2020			Oct-Dec 2019			Apr-Dec 2020			Apr-Dec 2019
Interest income on short-term bank deposits		147			134			263			367
Foreign exchange gains on financing activities		—			—			562			1
Foreign exchange gains (1)		5			—			6			1
Other finance income		—			2,630			908			3,237
Total finance income		152			2,764			1,739			3,605
Finance costs
Interest expense:
- Bank borrowings (including amortization of capitalized financing fees)		(4,425	)		(6,448	)		(16,070	)		(19,381	)
- Lease liabilities interest		(208	)		(281	)		(678	)		(833	)
- Interest income/(expenses) on Non-Convertible Preferred Equity Certificates issued to 3rd Parties		—			(46	)		(80	)		(130	)
Foreign exchange losses (1)		(557	)		(2,632	)		(686	)		(2,010	)
Other finance expenses		(398	)		(1,792	)		(1,434	)		(5,874	)
Total finance costs		(5,588	)		(11,199	)		(18,948	)		(28,228	)
Net finance costs		(5,436	)		(8,435	)		(17,209	)		(24,624	)

(1) Foreign exchange gains and losses arising during the period result from the difference between the value originally recorded and the amount actually paid or received, as well as unrealized gains and losses due to the difference between the original value recorded and the value at the balance sheet date.

Income tax

(€ thousands)
	Q3			Q3			YTD 9 months			YTD 9 months
Income tax	Oct-Dec 2020			Oct-Dec 2019			Apr-Dec 2020			Apr-Dec 2019
Income tax charge/(benefit)		(809	)		1,487			(1,755	)		(16,910	)
Adjustment in respect of current income tax of previous years		(490	)		(4	)		(1,416	)		(439	)
Deferred tax		9,304			2,870			27,668			12,750
Income tax benefit/(expense) reported in the income statement		8,005			4,353			24,497			(4,599	)
Of which income tax expense related to amortization of acquisition related items		3,799			3,766			11,299			11,299
Of which tax impact on exceptional items		1,213			48			2,903			1,171
Of which exceptional income tax (income)/expense		(491	)		5,210			(1,416	)		4,152

Exceptional Income Tax Expenses

Italy

The Italian tax authorities opened a tax audit in February 2016 on Global Blue Italia S.r.l. (“Global Blue Italy”). As a result of settlement procedures initiated in 2018, a formal settlement was reached with the Italian tax authorities in relation to certain matters in April 2019. The settlement covers the findings on license fees and intercompany interest rate for the financial years ended 31 March 2014 and 2015 as well as the finding on withholding tax on license fee for the calendar years 2013 and 2014 for a total amount of EUR3.6m which was paid in April 2019.

20

Subsequently, Global Blue signed another final settlement with the Italian tax authorities for an amount of EUR10.9m which became legally binding on 3 August 2020. This settlement covers the findings on withholding tax on interests for the calendar years 2013 to 2017 and license fees and intercompany interest rate for the financial years ended 31 March 2016, 2017 and 2018, as well as withholding tax on license fees for calendar years 2015 to 2017. The amount of EUR10.9m is payable in 16 quarterly instalments with a first and second payment made on 3 August 2020 and 30 November 2020 respectively. Discussions with the Italian tax authorities are ongoing with respect to their finding on withholding tax on interests and license fees for the calendar year 2018.

During the nine months ended 31 December 2020, the Company booked an additional income tax payable of EUR0.8m related to the settlement above. As a result of the payment of the two first instalments and the additional accrual, the income tax payable relating to Italy is EUR12.9m as at 31 December 2020 (EUR13.6m as at 31 March 2020).

Separately, Global Blue Italy received notice of assessment from the tax authorities of the city of Milan with respect to Global Blue Italy’s treatment of certain merchant invoices issued in 2013, 2014 and 2015. At this stage the Company has not deemed it necessary to book a provision for this matter.

Germany

Global Blue New Holdings Germany GmbH (“GBNHG”), as controlling entity, and Global Blue Deutschland GmbH (“GBD”), as controlled entity, entered into a profit and loss pooling agreement (hereinafter the “PLPA”) dated 5 October 2000, allowing the pooling of income and losses of both entities for corporate income and trade tax purposes. While the provisions of the PLPA allow the utilization of capital reserves built up at the level of GBD during the term of the PLPA for loss compensation (or for the profit transfer to GBNHG), such provisions, in light of a recent court ruling issued in April 2018, may not be permissible under German law. Even though GBD has not utilized any capital reserves as permitted by the PLPA, there is a risk that the tax authorities might challenge the effectiveness of the PLPA and, as a consequence, deny the profit and loss pooling within the German Global Blue group relating to the financial year 2019 and previous tax periods. Based on the opinion of Global Blue´s advisers, the Company recognised an uncertain tax position of EUR4.0m as at 31 December 2020, including an additional EUR0.2m related to the late interests until 31 December 2020 (EUR3.8m as at 31 March 2020). An amended PLPA, from which the provisions in focus were removed, was registered in December 2019; therefore, the risk described above is only related to historical financial years.

NOTE 7        Earnings per share

(€ thousands)
	Q3			Q3		YTD 9 months			YTD 9 months
Earnings per share	Oct-Dec 2020			Oct-Dec 2019		Apr-Dec 2020			Apr-Dec 2019
(Loss) / Profit from continuing operations attributable to the owners of the parent		(43,831	)		5,450		(371,988	)		13,693
(Loss) / Profit from continuing operations attributable to the owners of the parent attributable to ordinary shares		(49,937	)		5,450		(337,459	)		13,693
(Loss) / Profit from continuing operations attributable to the owners of the parent attributable to preference shares		6,106			—		(34,528	)		—
Number of ordinary shares in issue (thousands)		173,855			40,000		173,855			40,000
Number of preference shares in issue (thousands)		17,789			—		17,789			—
Basic earnings per share		(0.23	)		0.14		(1.94	)		0.34
Basic earnings per ordinary share		(0.29	)		0.14		(1.94	)		0.34
Basic earnings per preference share		0.34			—		(1.94	)		—
(Loss) / Profit from continuing operations attributable to the owners of the parent		(43,831	)		5,450		(371,988	)		13,693
(Loss) / Profit from continuing operations attributable to the owners of the parent attributable to ordinary shares		(49,937	)		5,450		(337,459	)		13,693
(Loss) / Profit from continuing operations attributable to the owners of the parent attributable to preference shares		6,106			—		(34,528	)		—
Diluted number of ordinary shares in issue (thousands)		173,855			40,000		173,855			40,000
Diluted number of preference shares in issue (thousands)		17,789			—		17,789			—
Diluted earnings per share		(0.23	)		0.14		(1.94	)		0.34
Diluted earnings per ordinary share		(0.29	)		0.14		(1.94	)		0.34
Diluted earnings per preference share		0.34			—		(1.94	)		—

Basic

Basic earnings per share are calculated by dividing the profit or loss attributable to owners of parent (i.e. equity shareholders of the Company) by the number of ordinary/preference shares outstanding at the end of the period.

21

Diluted

Diluted earnings per share are calculated by dividing the profit or loss attributable to owners of the parent by the number of ordinary/preference shares outstanding at the end of the period plus the number of ordinary/preference shares that would be issued on the conversion of all the dilutive potential ordinary/preference shares into ordinary/preference shares. The Company has excluded 23,718 thousand preference shares from the diluted earnings per ordinary share calculation, as the impact of the shares are considered anti-dilutive for the period ending 31 December 2020.

The 30,748,874 outstanding Warrants as at 31 December 2020 are considered as anti-dilutive.

NOTE 8        Property, plant and equipment

(€ thousands)
Accumulated acquisition values	31 Dec 2020			31 Mar 2020
Machinery, equipment and computers		30,631			29,850
Leasehold improvements		5,795			5,511
Right of use asset		58,796			56,758
Total accumulated acquisition values		95,222			92,119
Accumulated depreciation and impairment	31 Dec 2020			31 Mar 2020
Machinery, equipment and computers		(24,169	)		(20,966	)
Leasehold improvements		(3,817	)		(3,449	)
Right of use asset		(27,641	)		(16,349	)
Total accumulated depreciation and impairment		(55,627	)		(40,764	)
Total Property, plant and equipment		39,595			51,355

NOTE 9        Intangible assets

As at 31 December 2020
(€ thousands)
	Goodwill			Trademarks			Customer relationships			Other int. assets			Software			Total
Opening balance at 1 April 2020		411,538			45,795			666,021			9,240			101,908			1,234,502
Purchases		—			—			1,050			1,154			13,162			15,366
Disposals		—			—			—			—			(337	)		(337	)
Exchange differences		1,772			132			278			131			2,421			4,734
Accumulated acquisition values		413,310			45,927			667,349			10,525			117,154			1,254,265
Opening balance at 1 April 2020		—			(17,150	)		(533,549	)		(7,277	)		(40,425	)		(598,401	)
Amortisation		—			(1,677	)		(54,345	)		(640	)		(15,539	)		(72,201	)
Disposals		—			—			(2	)		—			256			254
Exchange differences		—			—			(55	)		(47	)		(1,640	)		(1,742	)
Accumulated amortization		—			(18,827	)		(587,951	)		(7,964	)		(57,348	)		(672,090	)
Opening balance at 1 April 2020		(2,027	)		—			—			(498	)		(2,574	)		(5,099	)
Impairment		—			—			(356	)		—			(658	)		(1,014	)
Exchange differences		77			—			(1	)		—			—			76
Accumulated impairment		(1,950	)		—			(357	)		(498	)		(3,232	)		(6,037	)
Net book value at 31 December 2020		411,360			27,100			79,041			2,063			56,574			576,138

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As at 31 December 2019
(€ thousands)
	Goodwill			Trademarks			Customer relationships			Other int. assets			Software			Total
Opening balance at 1 April 2019		413,499			45,941			660,325			7,999			81,024			1,208,788
Purchases		—			—			3,506			1,032			17,522			22,060
Disposals		—			—			—			(3	)		(756	)		(874	)
Reclassifications		—			—			—			17			(3	)		14
Exchange differences		(11	)		(12	)		(22	)		21			(164	)		(188	)
Accumulated acquisition values		413,488			45,929			663,809			9,066			97,623			1,229,800
Opening balance at 1 April 2019		—			(14,913	)		(462,288	)		(6,166	)		(25,641	)		(509,008	)
Amortisation		—			(1,677	)		(53,130	)		(797	)		(12,044	)		(67,648	)
Disposals		—			—			—			2			44			46
Adjustments due to changes in accounting policies		—			—			—			—			—			—
Exchange differences		—			—			1			(12	)		72			61
Accumulated amortization		—			(16,590	)		(515,417	)		(6,973	)		(37,569	)		(576,549	)
Opening balance at 1 April 2019		(2,109	)		—			—			(498	)		(1,551	)		(4,158	)
Impairment		—			—			—			—			(115	)		—
Exchange differences		10			—			—			—			—			10
Accumulated impairment		(2,099	)		—			—			(498	)		(1,666	)		(4,148	)
Net book value at 31 December 2019		411,389			29,339			148,392			1,595			58,388			649,103

Amortisation expense of intangible assets was EUR24m and EUR23m for the three months ended 31 December 2020 and 2019, respectively.

Goodwill

Management reviews the business performance based on a product perspective. TFSS and AVPS have been identified as the main product groups and the Group’s operating segments. Goodwill is monitored by management at the operating segment level. The following is a summary of goodwill allocation for each operating segment:

(€ thousands)
Goodwill	31 Dec 2020		31 Mar 2020
TFSS		360,311		360,311
AVPS		51,049		49,200
Total		411,360		409,511

The recoverable amount of all Cash Generating Units (CGU) has been determined based on value-in-use calculations. These calculations utilized in the goodwill impairment analysis, as at 31 March 2020, use pre-tax cash flow projections based on management’s current view, including an assessment of the impact of COVID-19 on the Company’s industry. The ultimate impact of COVID-19 on the Company cannot be accurately and reasonably quantified at this time.

Management assessed whether there were any additional indicators for impairment of CGU’s during the nine month period ended 31 December 2020. The Company notes that, while significant declines in revenue have occurred subsequent to 31 March 2020, the Company had already estimated, in its impairment testing, a decline for the financial year ending 31 March 2021 of 90% as compared to prior year. Additionally, actual cash outflows incurred by the Company have been meaningfully lower than what was estimated in the analysis performed as at 31 March 2020. The potential impact on the abolition of the Tax Free Shopping scheme in UK, effective from 1 January 2021, while decreasing the revenue the company is expected to generate, is not expected to have any impact on the result of the sensitivity analysis. The assessment performed at March 2020 is still considered valid and management did not consider there to be any further impairment indicators which would require an updated impairment test to be performed as at 31 December 2020.

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NOTE 10         Loans and borrowings

(€ thousands)
Interest-bearing loans and borrowings from credit institutions	31 Dec 2020			31 Mar 2020
Long-term financing - Term senior debt		—			634,267
Long-term financing - Senior debt facility		630,000			—
Capitalized financing fees		(7,802	)		(9,672	)
Revolving Credit Facility (RCF)		99,000			—
Other bank overdraft		1,036			1,081
Total		722,234			625,676
Short-term portion		1,036			1,081
Long-term portion		721,198			624,595
Total		722,234			625,676

(€ thousands)
	31 Dec 2020							31 Mar 2020
	Carrying value		Fair value		Effective interest			Carrying value			Fair value			Effective interest
Term senior debt		—		—		n.a.			625,507			613,220			n.a.
Senior debt facility		622,198		649,658		3.31	%		—			—			3.61	%
Capitalized financing fees - RCF		—		—		n.a.			(912	)		(912	)		n.a.
Revolving Credit Facility (RCF)		99,000		99,000		n.a.			—			—			n.a.
Total non-current		721,198		748,658					624,595			612,308
Other bank overdraft		1,036		1,036		n.a.			1,081			1,081			n.a.
Total current		1,036		1,036					1,081			1,081
Total		722,234		749,694					625,676			613,389

The fair value of Term senior debt loan has been estimated by discounting future cash flows using the effective interest rate of the Term senior debt loan as at inception, on 28 August 2020. The fair value has been measured using observable inputs (level 2) in line with the fair value hierarchy.

The effective interest rate of the Term senior debt loan comprises the amortisation of debt costs, and the nominal interest rate of the debt, being 2.75% (margin included) as at 31 December 2020.

Financing

On 28 August 2020, the group entered into a new Senior Facilities Agreement (“SFA”).

The SFA comprises of a term loan of EUR630.0m, fully drawn since inception and a Revolving Credit Facility (“RCF”) of EUR100.0m which was drawn in cash for EUR99.0m. The proceeds from the term loan under the SFA were used to fully repay the term loan and amounts outstanding under the RCF under the previous SFA. The SFA has a maturity date of 28 August 2025.

The interest conditions of the term loan and RCF are set as the Euribor of the period with a floor of 0.00% plus a margin. The respective margins are dependent on the Total Net Leverage, which is calculated based on the Annual financial statements or Half-year financial statements as per the below table.

Total Net Leverage	Term Loan	Revolving Credit Facility
> 4.00x	2.75%	2.50%
£ 4.00x > 3.50x	2.25%	2.00%
£ 3.50x > 3.00x	2.00%	1.75%
£ 3.00x > 2.50x	1.75%	1.50%
£ 2.50x > 2.00x	1.50%	1.25%
£ 2.00x > 1.50x	1.25%	1.00%
£ 1.50x	1.00%	0.75%

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On 16 December 2020, based on the Total Net Leverage on 30th September 2020, the applicable interest conditions (margin included) on the term loan and the RCF changed to 2.75% and 2.50% (2.00% and 1.75% as of 28th August 2020) respectively.

The financial covenant associated with the SFA is based on a level of Total Net Leverage and will be tested semi-annually, with the first test date being 30 September 2021. For purposes of the 30 September 2021 test, the Company will be required to have a Total Net Leverage Ratio lower than 5.0x. Please refer to Note 20 for further details.

Security

First-ranking security has been provided in favour of the lenders under the new SFA. This security includes pledges on the assets of material subsidiaries of the Company at the time of the implementation of the transaction security, to the extent legally permitted and operationally practical. All debt being issued under the SFA ranks pari-passu.

Bank overdrafts

Local credit facilities are available in certain jurisdictions and the facilities as per the end of the period ending 31 December 2020 are limited to EUR19.5m (EUR21.4m as of 31 March 2020). None of these local overdraft facilities were committed in nature.

Revolving Credit Facilities

The total drawings under the RCF as at the end of the period ending 31 December 2020 were EUR99.2m (EUR0.9m under the old RCF as of 31 March 2020). This consists of EUR99.0m of cash drawings, which was drawn as a precautionary measure and EUR0.2m of non-cash guarantees issued for commercial and financial reasons. This leaves the Group with EUR0.8m (EUR79.1m as of 31 March 2020) undrawn capacity. The RCF capacity does not qualify as cash and cash equivalents. Under the SFA, Global Blue is permitted to maintain the current level of cash drawings from the RCF until the maturity date of the facility, being 28 August 2025. At this moment, Global Blue does not intend to repay the cash drawings under the RCF within the next 12 months.

Supplemental Liquidity Facility

In connection with the closing of the merger and listing, certain pre-transaction shareholders put in place a USD75m Supplemental Liquidity Facility. The shareholders who are lenders under the Supplemental Liquidity Facility have retained, and not distributed to their investors, transaction proceeds to provide funding for loans they may be required to make to the Group under this commitment. This Facility would be available for 18-months, starting from 31 August 2020, and have a two-year maturity once drawn with a 2.75% interest expense. The Company, subject to the approval of the Group’s Board of Directors, will have the ability to draw upon the facility to (i) use as an EBITDA cure should there be a covenant breach or (ii) fund liquidity needs.

As at 31 December 2020, no amount from the above-mentioned facility has been drawn.

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NOTE 11        Share-based Payments and Non-Convertible Equity Certificates

Share Based payments and Non-convertible Equity Certificates settled with IPO

Management Equity Plan

31 December 2020

As at 28 August 2020, as part of the Group capital reorganization and merger with FPAC, the Management Equity Plan (MEP) ceased to exist. Instead, management received loan notes in Global Blue Investment and Co S.C.A. in exchange for all of their previously held shares. These loan notes were contributed through the chain of holding companies, until management ultimately received shares in Global Blue Group A.G, the previous parent of the Group. The shares were fully vested and were revalued according to IFRS 2 upon the capital reorganization, resulting in a non-cash revaluation charge of EUR 58.7M. At which point, a portion of the shares were sold for cash and the rest remained, reflecting management’s direct ownership in Global Blue Group Holding AG, and were reclassified into equity upon conversion from a cash-settled plan to an equity-settled plan. The movement in the share-based payment liability during the period is reflected below:

(€ thousands)
SBP	31 Dec 2020
Opening balance as at 1 April		7,396
Valuation up to 27 August		974
SBP value as at 27 August		8,370
Expense recognized in the profit and loss upon capital reorganization		58,744
SBP value as at 28 August		67,114
Cash settlements upon reorganization		(29,333	)
Conversion upon reorganization of remaining SBP liability to equity at FV		(37,781	)
Closing balance as at 31 December 2020		—

31 December 2019

The first level management (“Executive Committee”) and selected first and second level management (“Senior Management”) of the Group were offered to participate in management share plans, allowing the members of these plans to invest in the equity of the Group. The Executive Committee were offered to invest into Global Blue Management and Co S.C.A. The senior managers were offered to invest through the Global Blue Equity Plan Employee Trust (‘the Trust’). Under both plans, the price paid for the shares equaled the grant date fair value of the share. The managers’ share plans were fully vested and were cash-settled share-based payment arrangements in the scope of IFRS 2 “Share-based payment” due to the terms and conditions of the plan.

NC-PECs

31 December 2020

As at 28 August 2020, as part of the Group capital reorganization and merger with FPAC, the NC-PECs ceased to exist. Instead, management received loan notes in Global Blue Investment and Co S.C.A. in exchange for all of their NC-PECs. These loan notes were contributed through the chain of holding companies, until management ultimately received shares in Global Blue Group A.G, the previous parent of the Group. The NC-PECs were liability classified as they were cash-settled. Immediately prior to conversion into shares of the Company, the NC-PEC’s were revalued according to IFRS 2 as at the conversion date and reclassified in equity upon conversion from a cash-settled plan to an equity-settled plan.

Refer to Note 18 for further details.

31 December 2019

The Non-Convertible Equity Certificates (“NC-PECs”) were part of the management investment and incentive plan put in place during the 2012 LBO.

The Company’s indirect subsidiary Global Blue Management & Co S.C.A. issued on 1 August 2012 Non- Convertible Preferred Equity Certificates (“NC-PECs”) with a par value of EUR1.00 and a maximum amount of EUR500m. As at 31 December 2019, the nominal value of NC-PECS, including accrued interest, was EUR1.9m.

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The NC-PECs bear interest with a rate of 10% per annum calculated on the par value of the NC-PECs outstanding and the accrued and unpaid yield of prior periods. The mandatory redemption date of the NC-PECs is 26 July 2061. At any time, Global Blue Management & Co S.C.A. may repurchase any or all of the NC-PECs at a repurchase price, which is equal to the par value of each NC-PEC plus accrued but unpaid yield on such NC-PEC for the NC-PECs repurchased.

The NC-PECs rank prior to all subordinated securities (current and future), but the NC-PECs shall be subordinated to all other creditors of the previous ultimate parent of the Group (current and future).

The movement in the NC-PECs liability is reflected below:

(€ thousands)
NC-PECs	31 Dec 2020			31 Dec 2019
Nominal value including accrued interest on NC-PECs issued at the beginning of the period		1,920			1,750
Mark-to-market fair value charge		(138	)		—
Accrued interests on NC-PECs		78			132
Transfer to equity		(1,861	)		—
Total value of NC-PECs direct investment		—			1,882
Value at the beginning of the year		2,971			2,744
Accrued interest		121			158
Derecognition of residual amout to profit and loss		(101	)		—
Transfer to equity		(2,990	)		—
Interest bearing obligations towards senior management of Global Blue Group		—			2,902
Total value of NC-PECs including accrued interest		—			4,784

(Thousand of units)
NC-PECs	31 Dec 2020			31 Dec 2019
NC-PECs issued at the beginning of the year		927			927
Issuance of NC-PECs		—			—
Transfer of NC-PECs to equity		(927	)		—
Number of NC-PECs issued		—			927

The fair value of the NC-PECs as of 31 December 2019 approximates its carrying value.

The liability towards senior management of the Group of EUR2.9m as of 31 December 2019 relates to obligation of the Global Blue Management Equity Plan (MEP related to the 2012 LBO). The fair value of the interest-bearing liability towards senior management of Global Blue Group is assessed to be equal to the carrying value. The applicable interest rate of the instrument equals 10% per annum and computed on a 365-/366-day year basis and the actual number of days elapsed.

Share based payment plans in place

As part of Global Blue’s Management Incentive Plan (“MIP”) the board has decided to issue a series of equity grants in the form of Global Blue share options and Global Blue restricted shares.

On 25 June 2019, under the MIP, Global Blue granted 486,527 share options (“SOP”), and on 12 November 2020 granted 7,970,000 share options (“SOP”) and 475,491 restricted shares (“RSA”) to its employees.

Participation in these plans is at the board’s discretion and subject to the consent of the individual receiving the grant.

Equity settled share options - SOP

On 25 June 2019, 487k share options were granted to employees of the Company, 50 percent with the vesting date 24th June 2022 and 50 percent with the vesting date 24 June 2024. Holders of share options once vested will be granted the right to purchase the Company’s shares at the exercise price of USD10.59. Expiry date for the granted share options is 23 June 2027.

27

The fair value was calculated using a binomial option pricing model. Beside the exercise price mentioned above, the model inputs were the share price at grant date of USD10.59, expected volatility of 25 percent and a risk-free interest rate of 1.906 percent. The calculated value of the option was USD1.03 per share.

On 12 November 2020, a total of 7.97m share options were granted to employees of the Company. Holders of share options once vested will be granted the right to purchase the Company’s shares at the exercise price. Four tranches of options vesting on four respective vesting dates have been granted. Within each respective tranche, there are a further four tranches of options with four different exercise prices.

Share options granted (thousands)	2/15/2022		8/15/2022		8/15/2023		8/15/2024		Total
8.5 USD		971		324		647		647		2,589
10.5 USD		822		274		547		548		2,192
12.5 USD		672		224		448		448		1,794
14.5 USD		523		175		349		348		1,395
Total		2,989		997		1,992		1,992		7,970

Grant date	11/12/2020	11/12/2020	11/12/2020	11/12/2020
Share price at grant date (USD)	10.34	10.34	10.34	10.34
Expiry date	8/15/2026	8/15/2026	8/15/2026	8/15/2026
Exercise price (USD)	8.5	10.5	12.5	14.5
Fair value per share option (USD)	0.58	0.20	0.05	0.01

The fair value was calculated using a binomial option pricing model. The model inputs were the share price at grant date of USD10.34, exercise prices as mentioned above, expected volatility of 50 percent and a risk-free interest rate of 0.498 percent.

Equity settled restricted share grants - RSA

Under this plan, participants are granted Company’s ordinary share in line with the following vesting conditions:

• 50% vesting based on the service condition: the employee remain in the employment of Global Blue

• 25% vesting based on market performance conditions: increase of the absolute total shareholder return and benchmarking the total shareholder return to the MSCI ASWI index

• 25% vesting based on non-market performance condition: measured by the CAGR (compounded annual growth rate)

On 12 November 2020, four tranches, a total of 475,491 restricted shares were granted to employees of the company.

Grant date	11/12/2020		11/12/2020		11/12/2020		11/12/2020
Vesting date	2/15/2022		8/15/2022		8/15/2023		8/15/2024
Share price at grant date (USD)	10.34		10.34		10.34		10.34
Number of shares	178,170		59,464		118,928		118,928
Expiry date	8/15/2026		8/15/2026		8/15/2026		8/15/2026
Risk free interest rate	0.14	%	0.16	%	0.22	%	0.30	%
Fair value per share (USD)	8.65		8.65		8.65		8.65

The estimated fair value is calculated based on the share price as at grant date, adjusted using the probability of achievement of the market-based performance conditions. The estimated fair value is based on the assumption that the service condition and non-market performance condition will be fully met. The model inputs were the share price at grant date of USD10.34, expected volatility of 50 percent, and the risk free interest rate as stipulated in the table above.

28

Due to the limited history of the company’s publicly traded shares, the volatility for all plans was calculated based on the historical share price volatility of a peer group which consists of similar publicly traded companies. This list of peers was selected from the peer group which was jointly defined by FPAC management and Global Blue management for the purpose of business valuation prior to the business reorganization.

Expenses amounting to EUR0.5m related to the above-mentioned plans were recorded during the period with a corresponding increase in equity. All these plans are equity settled in accordance with IFRS 2.

NOTE 12     Deferred income tax asset and liability

(€ thousands)
Deferred income tax asset	31 Dec 2020		31 Dec 2019
Opening balance at 1 April		12,349		10,864
Deferred tax additions		14,202		1,805
Exchange rate effect		270		(17	)
Closing balance at 31 December		26,821		12,652

(€ thousands)
Deferred income tax liability	31 Dec 2020			31 Dec 2019
Opening balance at 1 April		34,564			49,376
Deferred tax utilisation		(12,776	)		(11,304	)
Exchange rate effect		185			(21	)
Closing balance at 31 December		21,974			38,051

The deferred income tax asset as at 31 December 2020 of EUR26.8m (EUR12.7m as at 31 December 2019) consists in principal of deferred tax asset on losses carried forward.

The deferred income tax liability as at 31 December 2020 of EUR22.0m (EUR38.1m as at 31 December 2019) consists in principal of deferred tax liability on purchase price allocation.

Deferred income tax have been recognized on tax losses of the period incurred in operating entities due to the COVID-19 business downturn.

These entities which were profit-making on a regular basis prior to the pandemic are expected to recover gradually as international travel will resume and as further described in Note 19 (COVID-19 Considerations).

NOTE 13    Related party transactions

Global Blue Group Holding AG is a publicly listed company, where the largest shareholders are funds managed by Silver Lake Partners and Partners Group.

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.

29

The related party transactions as at 31 December 2020 are as follows:

Remuneration to key management personnel

The remuneration to the board of directors and the Executive Committee members, who are the key management personnel of the Group, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

(€ thousands)
Remuneration to key management personnel	YTD 9 months Apr-Dec 2020		YTD 9 months Apr-Dec 2019
Short-term employee benefits		4,119		3,586
Post-employment benefits		296		278
Total		4,415		3,864

Purchase of services from related parties

Silver Lake Partners and Partners Group charged a monitoring fee to the Group (EUR0.2m for the YTD 9 months Apr-Dec 2020 and EUR0.1m for Q3 Oct-Dec 2020). The Group also reimburses Silver Lake Partners and Partners Group for out of pocket expenses, financial advisors, legal counsel, and other costs related to the Group.

(€ thousands)
Purchases of services from related parties	YTD 9 months Apr-Dec 2020			YTD 9 months Apr-Dec 2019
Monitoring fee		(20	)		233
Directors fee		109			—
Reimbursements		89			186
Total		178			419

Executive Committee members of Global Blue Group have invested EUR1.9m at 31 March 2020 including accrued interest in NC-PECs (reference is made to Note 11). A further liability of EUR3.0m at 31 March 2020 relates to obligation of the Global Blue Equity Plan Employee Trust towards senior management of the Group (reference is made to Note 11).

(€ thousands)
Liabilities to related parties	31 Dec 2020		31 March 2020
Liabilities to key management personnel:
Pension liability		1,294		868
Share-based payment liability		—		7,396
Closing balance for the period		1,294		8,264

Equity plan after the capital reorganization

As a result of the capital reorganization, the management equity plan was restructured and, as a result, managers own shares directly in the Company. Please refer to Note 11 and Note 14 for further details.

NOTE 14        Shareholders of Global Blue Group Holding AG

	Shareholders of Global Blue Group Holding AG											Shareholders of Global Blue Group AG
	31 Dec 2020											31 Mar 2020
	Ordinary shares		Preference shares		Total		Ownership			Warrants		Ordinary shares
Global Blue Holding LP		—		—		—		—					40,000,000
Silver Lake and Affiliates (1)		98,017,072		11,970,487		109,987,559		55.7	%		6,548,415		—
Partners Group and Affiliates (2)		40,442,783		4,939,137		45,381,920		23.0	%		2,701,935		—
Ant Group		12,500,000		—		12,500,000		6.3	%		—		—
Third Point		9,129,625		—		9,129,625		4.6	%		1,333,333		—
Tom Farley		3,723,363		—		3,723,363		1.9	%		—		—
Management		4,297,259		774,753		5,072,012		2.6	%		—		—
EBT		1,086,280		104,135		1,190,415		0.6	%		516,317		—
GB Directors, Executive Management & Other Employees		9,106,902		878,888		9,985,790		5.1	%		516,317		—
Other Shareholders (3)		4,658,991		—		4,658,991		2.4	%		19,648,874		—
Total excl. GB Group		173,855,373		17,788,512		191,643,885		97.0	%		30,748,874		40,000,000
GB Group		—		5,929,477		5,929,477		3.0	%		—		—
Total incl. GB Group		173,855,373		23,717,989		197,573,362		100.0	%		30,748,874		40,000,000

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As at 28 August 2020 a capital reorganisation took place within the Group. A new holding company - Global Blue Group Holding AG - was incorporated in December 2019 and became the ultimate parent of the Group. During the reorganization additional shares were issued with the increase of the share premium. Please refer to Note 18 for details.

Ordinary shares

Holders of these shares are entitled to dividends and are entitled to one vote per share at general meetings of the Company. From FY2025/26 the preferential dividend will have to be first approved before approval of a dividend for ordinary shares to be granted.

Preference shares

Holders of these shares are entitled to dividends and are entitled to one vote per share at general meetings of the Company. In addition, the holders are entitled to preferential dividends beginning in FY2025/26 at a rate of 8% with an increase by 1% each year thereafter.

Given that no Preference Dividend is owed to Series A holders and no Preference Dividend has currently been approved by shareholders, no adjustment has been made to basic earnings per share related to the Series A Preferred Shares.

Put Option

Preference shares can be exchanged 1:1 for Ordinary shares at any time at the Shareholder´s election. The exchange will take place no earlier than 25 days, no later than 65 days after exercise of the put option.

Call Option

The Company can exercise a call option with 20 days’ notice to exchange the Preference shares 1:1 for Ordinary shares.

The call option can only be exercised if (i) the 30 day VWAP of the ordinary shares is at least USD18.00 per share and (ii) no blackout or lockup is in effect.

Redemption

The Company may redeem the Preference shares for cash or Ordinary shares at the Shareholder election following the fifth anniversary of closing or on a change of control (if earlier).

The redemption right can only be exercised if the 30 day VWAP of the Common Shares is at least USD10.00 or the value attributable on such change of control is USD10.00.

Liquidation

Each holder of Preference shares is entitled to a priority share of the liquidation proceeds up to USD10. The remainder is distributed to the holders of the Ordinary shares.

Warrants

As part of the reorganisation and listing, 21,083,307 Public Warrants and 9,766,667 Private Warrants were issued for a total number of warrants (“Warrants”) of 30,849,974 at a fair value of EUR20.2m.

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The Warrants were issued in exchange for goods or services provided by FPAC at the date of the merger. The Warrants were accounted for in accordance with IFRS2 as equity settled and were measured at the fair value of the equity instrument granted.

30,748,874 warrants are outstanding as of 31 December 2020. Please refer to Note 18 for details of the movement in the number of warrants during the period.

The conditions for the Warrants are as listed below:

Public Warrants

Exercisability of Public Warrants

The Public Warrants became exercisable on 30 September 2020 (30 days after the closing). The Public Warrants expire on 31 August 2025 (the fifth anniversary of the closing).

Exercise Price

The Private Warrants represent the right to purchase one of the Company shares at a price of USD11.50 per share.

Adjustment

The exercise price and the number of the Company shares issuable on exercise of the Public Warrants will be adjusted in certain circumstances, including in the event of a share dividend, extraordinary dividend or the Company’s recapitalization, reorganization, merger or consolidation.

Fractional Shares

No fractional shares will be issued upon exercise of the Public Warrants (rounding shall be down to the nearest whole number of the Company Shares).

Redemption

By contrast, the Company may call the Public Warrants for redemption in certain circumstances where the closing price of the shares equals or exceeds USD18.00. The Company may only call Public warrants for redemption:

• in whole and not in part;

• at a price of $0.01 per warrant;

• upon not less than 30 days’ prior written notice of redemption to each warrant holder.

If the Company calls the Public Warrants for redemption as described above, it will have the option to require any holder that wishes to exercise its Public Warrant prior to such redemption to do so on a “cashless basis.”

Other

The Public Warrants may be amended with the approval of at least 50% of the then outstanding Public Warrants to make any other change that adversely affects the interests of the Warrant holders.

The Warrant holders do not have the rights or privileges of holders of the Company´s shares or any voting rights until they exercise their Public Warrants and receive the Company´s shares.

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Private Warrants

Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants that become the Company Warrants described above, including as to exercise price, exercisability and exercise period, and adjustment. However, the Private warrants will not be redeemable and may be exercised on a cashless basis.

The Private Warrants are transferable (and have been transferable since they became exercisable on 30 September 2020). Open Market Trades, Block Trades or Public Offerings of Private Warrants shall be carried out pursuant to the registration statement that has been declared effective by the SEC, together with any required supplementary disclosure or prospectus at the time.

NOTE 15        Leases

Amounts recognised in the balance sheet are the following:

(€ thousands)
Right of use asset	31 Dec 2020		31 Mar 2020
Offices		13,666		16,252
Refund points		10,360		14,889
IT contracts		4,987		6,416
Others		2,142		2,852
Right of use asset		31,155		40,409

(€ thousands)
Movement of Right of use asset	31 Dec 2020			31 Dec 2019
Opening balance at 1 April		40,409			45,078
New contracts		1,136			10,464
Modifications		972			1,051
Depreciation		(11,292	)		(11,957	)
FX effect		(70	)		86
Closing balance at 31 December		31,155			44,722
(€ thousands)
Lease liability	31 Dec 2020			31 Mar 2020
Short-term		12,622			14,001
Long-term		20,356			27,750
Total Lease liability		32,978			41,751
(€ thousands)
Movement of Lease liability	31 Dec 2020			31 Dec 2019
Opening balance at 1 April		41,751			46,133
New contracts and modifications		1,615			12,107
Cash outflow		(11,605	)		(12,905	)
Interest		673